Business/Corporate Law

Kalamazoo Business Attorneys

Business/Corporate Law

Commercial Transactions. If you are purchasing or selling a business or an asset, first, you should consider the preliminary goals of the transaction. In some cases, drafting a letter of intent will set out such goals and encourage the parties to work in good faith. Second, the initial agreement is drafted and executed, laying out the transaction and binding the terms and conditions. Finally, the business lawyer will consider any outstanding issues or documents needed to consummate the transaction.

The best policy is to contact your attorney early, before entering negotiations; by doing so, the parties avoid many common pitfalls and potential misunderstandings. For example, a carefully drafted letter of intent can prevent material misunderstanding when the final draft is exchanged for review. In other words, getting the material terms on paper, prior to closing and review, will help the parties reach common ground prior to drafting a controlling document that disruptively presents material conditions to the other party without adequate consideration or discussion.

Furthermore, confidential information is usually exchanged prior to executing a purchase agreement. The purchaser will, and should, investigate the business or asset for purposes of making an offer. Prior to divulging such information, the parties should execute a confidential information agreement that controls the access and use of such materials. Common documents for the sale of a business or asset often include:

  • Confidential information agreements;
  • Letters of intent;
  • Due diligence documents;
  • Asset purchase agreements;
  • Indemnification clauses;
  • Intellectual property assignments;
  • Escrow agreements;
  • Deposit agreements;
  • List of creditors;
  • Notice of sale;
  • Disclosure affidavits;
  • Bill of sale;
  • Covenants not to compete;
  • Loans;
  • Guaranty agreements;
  • Closing memorandums;
  • Tax clearances; and
  • Other documents related to said transactions.

Business/corporate lawyer – Keilen Law, PLC also works with clients contemplating the type of entity to form. There are several entities available, such as a C corporation, an S corporation, a limited liability company (LLC), a limited liability partnership (LLP), a general partnership, or a limited partnership. A business lawyer must consider several questions, including, but not limited to, the type and number of owners and or limited members.

Prior to conducting business, business owners should organize/incorporate. Corporate formation protects the personal assets of the members or shareholders. For example, under MCL § 450.4501(4), members of an LLC are not liable for the entity’s debts and obligations. Prior to launching a new business, every business owner and or entrepreneur should meet with a business lawyer; every business owner should understand how to maintain the liability shield.

In addition, business transactions, such as stock transfers, asset sales, and other commercial transactions, should be done with the assistance of a business and corporate lawyer who understands the nature of your business.

For more information, or to schedule your initial consultation, please contact us and send a short summary of your legal matter.

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